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Get filing alertsCharter closes $16B Liberty Broadband merger and Cox cable acquisition, Cox takes 26% stake
Filed August 20, 2026 · Period ending August 14, 2026 · ~2 min read
Key Changes
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Charter completed acquisition of Cox's cable/fiber businesses for ~$4B cash, 33.6M common units (~$5B), and $6B convertible preferred units (6.875% coupon, convertible at $477.41); Cox now owns ~26% fully diluted; ~$12B Cox debt remains at Charter subs
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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Liberty Broadband merger completed at 0.236 exchange ratio; Charter retired 38.6M shares it owned, issued 33.9M to Liberty holders, net 4.7M share reduction; assumed $840M net debt (to be repaid) and $180M preferred equity
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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Board expanded to 13 directors; Cox appointed 3 (including Alex Taylor as Chairman), Liberty's 2 designees departed, Advance/Newhouse retained 2 seats; Cox and A/N each capped at 30% and 19% equity ownership respectively, with voting caps and standstill provisions
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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Charter amended certificate of incorporation and bylaws in their entirety; issued new Charter Preferred Stock one-for-one to Liberty preferred holders; Cox received one share of new Class C Common Stock with voting power reflecting its Charter Holdings units
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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Parent company name will change to Cox Communications within one year while continuing to operate as Spectrum; Spectrum product suite launches in former Cox markets mid-September with U.S.-based customer service rollout over 18 months
Exhibit 99.1 view on EDGAR →
Summary
Charter Communications closed two transformational acquisitions on August 14, 2026: the all-stock merger with Liberty Broadband and the cash-and-equity purchase of Cox Communications' cable and fiber businesses. The Liberty Broadband merger converted each Liberty common share into 0.236 Charter shares, netting a 4.7 million share reduction after retiring Charter's existing Liberty stake.
Charter assumed $840 million of Liberty net debt (to be repaid shortly) and $180 million of preferred equity.
The Cox transaction brought in the residential cable business plus commercial fiber and managed IT operations for approximately $4 billion in cash, 33.6 million common units valued at roughly $5 billion, and $6 billion of convertible preferred units carrying a 6.875% coupon and convertible at $477.41 per share (a 35% premium to the $353.64 reference price). Cox Enterprises now holds approximately 26% of the combined entity on a fully diluted, as-converted basis, and approximately $12 billion of Cox debt and finance leases remain outstanding at Charter subsidiaries. The governance structure reflects the new ownership: Cox appointed three directors including Alex Taylor as Chairman, while Liberty's two designees departed and Advance/Newhouse retained its two seats on the now-13-member board. Both Cox and Advance/Newhouse face equity ownership caps (30% and 19% respectively), voting caps (30% and 15%), and standstill provisions prohibiting them from forming a 13D group. Charter amended its certificate of incorporation and bylaws in their entirety and issued new classes of preferred and Class C common stock to accommodate the transaction structure. The company will rebrand the parent to Cox Communications within a year while continuing to operate as Spectrum, and plans to roll out Spectrum's product suite and U.S.-based customer service commitments to former Cox markets over the next 18 months.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Charter Communications entered into material definitive agreements on August 14, 2026.
Added in current filing · verify on EDGAR →
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Ancillary Agreements The information provided in
Charter Communications disclosed entry into a material definitive agreement under Item 1.01. The filing appears incomplete as the description cuts off mid-sentence after 'The information provided in'. The nature, terms, and parties to the agreement are not disclosed in the available text.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Cox Transaction Agreement, on the Closing Date, immediately following the Liberty Effective Time (the “Cox Effective Time”), (i) Cox Communications Equity Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Cox Parent (“Cox NewCo”), sold and transferred to a subsidiary of Charter 100% of the equity interests of certain subsidiaries of Cox Communications, LLC (f/k/a Cox Communications, Inc.) (“Cox”) that conduct Cox’s commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox NewCo contributed the equity interests of Cox (after its conversion into a limited liability company pursuant to a pre-closing restructuring) and certain other assets (other than certain excluded assets) primarily related to Cox’s residential cable business to Charter Holdings (the “Contribution”) and (iii) Cox NewCo contributed $1.00 to Charter ... Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction.
Charter acquired Cox's commercial fiber, managed IT and cloud services businesses, plus Cox's residential cable business. The transaction involved Charter paying $3.5 billion in cash for the commercial fiber business, and Charter Holdings paying $724 million in cash plus issuing 60.0 million convertible preferred units with $6.0 billion aggregate liquidation preference and 6.875% coupon, and approximately 33.6 million common units priced at $353.64 per share. Approximately $12 billion of Cox debt and finance leases remain outstanding at Charter subsidiaries.
Added in current filing · verify on EDGAR →
Charter Holdings (x) paid to Cox NewCo $724 million in cash and (y) issued to Cox NewCo 60.0 million convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion and 6.875% coupon (the “Charter Holdings Convertible Preferred Units”), and approximately 33.6 million common units of Charter Holdings (the “Charter Holdings Common Units”) priced at $353.64 (the “Reference Price”) per share. The Charter Holdings Convertible Preferred Units are convertible into Charter Holdings Common Units, with an initial conversion price of $477.41, a 35% premium to the Reference Price, subject to certain adjustments.
Cox received convertible preferred units with a 6.875% coupon and $6.0 billion liquidation preference, convertible into common units at $477.41 per share (a 35% premium to the $353.64 reference price). The common units are exchangeable for cash or, at Charter's election, Charter Class A Common Stock on a one-for-one basis. Cox also received a new class of Charter common stock (Class C) with voting power reflecting the voting rights of its Charter Holdings units on an as-converted, as-exchanged basis.
Added in current filing · verify on EDGAR →
The Amended Stockholders Agreement provides, among other things, that on the Closing Date, the size of the board of directors of Charter (the “Board”) will be thirteen directors, the Liberty director designees will resign from the Board, A/N’s director designees will continue to serve on the Board and Cox Parent’s three designees will be appointed to the Board. From and after the Cox Effective Time, each of Cox Parent and A/N are entitled to designate up to three nominees to be elected to the Board, provided that each maintains certain specified voting or equity ownership thresholds ... Additionally, the Amended Stockholders Agreement provides that each of Cox Parent and A/N are subject to certain limits on acquisitions of equity securities of Charter (30% in the case of Cox Parent; 19% in the case of A/N). In addition, any shares owned by Cox Parent or A/N in excess of its applicable voting cap (30% in the case of Cox Parent; 15% in the case of A/N) must be voted in proportion to the public stockholders of Charter
Charter's board expanded to thirteen directors with Liberty designees resigning and Cox appointing three directors. Both Cox and Advance/Newhouse (A/N) can each designate up to three board nominees while maintaining ownership thresholds. Cox is subject to a 30% equity ownership cap and 30% voting cap, while A/N has a 19% equity ownership cap and 15% voting cap. Shares above the voting caps must be voted proportionally with public stockholders. Alexander C. Taylor (Cox CEO) will serve as Board Chairman for an initial three-year term, followed by Christopher L. Winfrey (Charter CEO).
Added in current filing · verify on EDGAR →
Pursuant to the Amended Stockholders Agreement, each of Cox Parent and A/N are subject to certain standstill provisions and are not permitted to form a group, within the meaning of Regulation 13D, with each other or otherwise have arrangements or understandings concerning Charter except as otherwise permitted by the Amended Stockholders Agreement. Pursuant to the Amended Stockholders Agreement, each of Cox Parent and A/N are entitled to preemptive rights to maintain their respective percentage equity ownership of Charter in certain specified circumstances and to the extent that each maintains certain specified thresholds of equity ownership in Charter. Each of Cox Parent and A/N are subject to certain restrictions on their ability to sell, transfer or dispose of their Charter securities.
Cox and A/N are subject to standstill provisions and prohibited from forming a 13D group with each other or having arrangements concerning Charter outside the stockholders agreement. Both parties have preemptive rights to maintain their percentage ownership in certain circumstances and face restrictions on selling or transferring their Charter securities. These governance rights generally terminate if either party falls below certain equity ownership thresholds.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective as of the Cox Effective Time, pursuant to the Cox Transaction Agreement, Charter issued to Cox NewCo one share of Charter Class C Common Stock.
Charter issued one share of Class C Common Stock to Cox NewCo as part of the Cox transaction. The issuance was not registered under the Securities Act, relying instead on the private placement exemption under Section 4(a)(2). This appears to be a structural element of a larger transaction with Cox, though the filing does not disclose the broader transaction terms or consideration.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Charter filed an 8-K referencing material modifications to security holder rights, with details incorporated from other items in the filing.
Added in current filing · verify on EDGAR →
The information provided in the Introductory Note section and Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Charter disclosed a material modification to the rights of security holders under Item 3.03. The specific details of the modification are referenced in other sections of the 8-K (Introductory Note and Items 1.01, 2.01, and 5.03), which are not included in the provided excerpt. Without access to those sections, the nature and investor impact of the modification cannot be determined from this text alone.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Charter completes transactions resulting in board changes: 3 directors depart, 3 Cox-designated directors join, new Chairman appointed.
Added in current filing · verify on EDGAR →
On August 14, 2026, John D. Markley, Jr., a director of Charter, informed the Board of his intention to retire from the Board, effective as of the completion of the Transactions. Mr. Markley’s resignation as a director is not the result of any dispute or disagreement with Charter on any matter relating to the operations, policies or practices of Charter. In connection with the completion of the Transactions, effective as of the Liberty Effective Time, Martin E. Patterson and J. David Wargo, two of the directors of Charter designated by Liberty, ceased to be directors of Charter and members of any and all committees of the Board. These actions were not a result of any disputes or disagreements with Charter or any matter relating to Charter’s operations, policies or practices.
Three directors departed Charter's board in connection with completed transactions. John Markley retired, while Martin Patterson and J. David Wargo, both Liberty-designated directors, ceased serving. All departures were confirmed as not involving disputes with the company.
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Also in connection with the completion of the Transactions, effective as of the Cox Effective Time, Cox Parent has designated and Charter has appointed Alexander C. Taylor, Dallas Clement and Mark Greatrex to the Board. The Board has determined that each of Messrs. Taylor, Clement and Greatrex qualifies as “independent” in accordance with the published listing requirements of Nasdaq.
Charter appointed three new independent directors designated by Cox Parent: Alexander Taylor, Dallas Clement, and Mark Greatrex. All three qualify as independent under Nasdaq listing requirements and were appointed to board committees.
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Also effective as of the Cox Effective Time, Mr. Taylor was appointed Chairman of the Board, and Eric L. Zinterhofer, the previous Non-Executive Chairman of the Board, became the lead independent director of the Board.
Alexander Taylor was appointed Chairman of the Board, replacing Eric Zinterhofer who transitioned to lead independent director. This represents a change in board leadership structure coinciding with the transaction completion.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Each of Messrs. Taylor, Clement and Greatrex will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing on the Closing Date, each of Messrs. Taylor, Clement and Greatrex will receive a restricted stock grant in lieu of the annual cash retainer of $120,000 pursuant to an election to receive stock in lieu of cash compensation made by Messrs. Taylor, Clement and Greatrex, respectively. Each such grant of restricted stock, made on the Closing Date, was prorated to $82,849 for their respective first years of service. In addition, on the Closing Date, each of Messrs. Clement and Greatrex received a grant of restricted stock with a value of $155,342, which was calculated by prorating the amount of the annual restricted stock grant made to each of Charter’s non-employee directors, and Mr. Taylor received a grant of restricted stock with a value of $258,904, which was calculated by prorating the amount of the annual restricted stock grant made to the Non-Executive Chairman of the Board.
The three new directors elected to receive restricted stock instead of the standard $120,000 cash retainer. Taylor received prorated grants totaling $341,753 as Chairman, while Clement and Greatrex each received $238,191. All restricted stock vests at the 2027 annual meeting subject to continued service.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the completion of the Transactions, effective August 19, 2026, each of the certificate of incorporation and the bylaws of Charter was amended and restated in its entirety.
Charter amended and restated both its certificate of incorporation and bylaws in their entirety on August 19, 2026, in connection with completing the Transactions. The specific terms were previously disclosed in the Cox Transaction Proxy Statement.
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on August 19, 2026, Charter filed a certificate of designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the powers, preferences, privileges and rights of the Charter Preferred Stock. At the Liberty Effective Time, each share of Liberty Preferred Stock issued and outstanding immediately prior to the Liberty Effective Time was converted into the right to receive one share of the Charter Preferred Stock.
Charter filed a certificate of designations establishing a new class of Charter Preferred Stock on August 19, 2026. Each share of Liberty Preferred Stock was converted one-for-one into Charter Preferred Stock at the Liberty Effective Time. This represents a new equity class on Charter's capital structure resulting from the Transactions.
Event · Exhibit 99.1
Charter completed acquisition of Liberty Broadband and Cox Communications, creating the nation's leading broadband company with ~26% Cox ownership.
Added in current filing · view on EDGAR →
A subsidiary of Cox Enterprises, Inc. (“Cox Enterprises”) received: • Approximately 33.6 million common units in Charter’s existing partnership (“Charter Holdings”), with an implied value of approximately $5 billion, and which are exchangeable for Charter common shares. • $6 billion of convertible preferred units of Charter Holdings, with a 6.875% coupon, which are convertible into 12.6 million common units of Charter Holdings, and which are exchangeable for Charter common shares. • And a total of approximately $4 billion in cash. In aggregate, Charter issued the equivalent of just over 46 million Charter shares to a subsidiary of Cox Enterprises. Based on Charter’s share count as of June 30, 2026, and giving effect to the closing of the Liberty Broadband merger and the Cox transaction, Cox Enterprises and its subsidiaries now own approximately 26% of the combined entity’s fully diluted shares outstanding, on an as-converted, as-exchanged basis. Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction.
Charter completed its acquisition of Cox Communications, issuing the equivalent of just over 46 million shares to Cox Enterprises in exchange for the Cox business. Cox received approximately 33.6 million common units (implied value ~$5 billion), $6 billion of convertible preferred units with a 6.875% coupon convertible into 12.6 million common units, and $4 billion in cash. Cox Enterprises now owns approximately 26% of the combined entity on a fully diluted basis. Charter also assumed approximately $12 billion of Cox debt and finance leases.
Added in current filing · view on EDGAR →
Mr. Alex Taylor has been appointed Chairman, and Mr. Eric Zinterhofer has been named the lead independent director of Charter’s board. Mr. Winfrey will continue in his current role as President and CEO and board member. In addition to Mr. Taylor, Cox Enterprises has appointed Mr. Dallas Clement and Mr. Mark Greatrex to Charter’s 13-member board. Advance/Newhouse, which, like Cox, contributed its operations to Charter’s partnership in 2016, will retain its two board seats held by Mr. Steve Miron and Mr. Michael Newhouse. At close, Liberty Broadband ceased to be a direct shareholder in Charter and no longer designates directors for election to the Charter board. Mr. Martin Patterson and Mr. J. David Wargo have stepped down from the board, effective as of the close of the transaction. In addition, Mr. John Markley Jr. retired from the Charter board effective as of the close of the transaction and Mr. Balan Nair will continue to serve on the Charter board as an independent director.
Charter's board underwent significant changes. Alex Taylor (Cox Enterprises Chairman and CEO) was appointed Chairman of Charter's board, while Eric Zinterhofer became lead independent director. Cox Enterprises appointed three directors total (Taylor, Dallas Clement, and Mark Greatrex) to the 13-member board. Liberty Broadband's two directors (Martin Patterson and J. David Wargo) stepped down, and John Markley Jr. retired from the board.
Added in current filing · view on EDGAR →
Beginning today, Spectrum will offer Cox customers a free mobile line for one year To welcome its new customers, Spectrum is offering a free year of mobile service to Cox internet customers who don’t already subscribe to Cox Mobile; the first of many benefits Spectrum will offer. In mid-September, Spectrum plans to launch its entire suite of products to all consumers, including existing customers, in former Cox markets offering Spectrum’s simple and transparent pricing and packaging, greater value and more opportunities to save. ... Within a year following the transaction, the company will change its parent company name to Cox Communications but will continue to operate as Spectrum across all markets. The Company also will remain headquartered in Stamford, CT, keeping a significant presence in Atlanta, GA.
Charter is immediately offering Cox internet customers a free year of mobile service and plans to launch the full Spectrum product suite in former Cox markets in mid-September. Within one year, the parent company name will change to Cox Communications while continuing to operate as Spectrum across all markets. The company will remain headquartered in Stamford, CT with a significant presence in Atlanta, GA.
Added in current filing · view on EDGAR →
Within the next year, Cox customers also will benefit from Spectrum’s industry-first Customer Service Commitments, which include: • 100% U.S.-based customer service team available 24/7. • fixing service disruptions quickly, including same-day technician dispatch when requested before 5:00 pm; if not, the next day. • providing customers with credits for outages that last longer than two hours. To achieve those commitments, over the next 18 months Spectrum will apply its sales and service workforce model to Cox markets, and will fully return Cox’s customer service function to the U.S. All employees will earn a starting wage of at least $20 per hour and enjoy Spectrum’s industry-leading benefits
Charter will extend its customer service commitments to Cox markets within one year, including 100% U.S.-based customer service available 24/7, same-day or next-day technician dispatch, and credits for outages exceeding two hours. Over the next 18 months, Charter will return Cox's customer service function to the U.S. and implement a minimum $20 per hour starting wage with comprehensive benefits for all employees.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 21, 2026 · How we verify